Common use of Resolution of Objections Clause in Contracts

Resolution of Objections. If Seller gives to Purchaser written notice of dispute (a “Notice of Dispute”) of any element of the Closing Statement within thirty (30) calendar days after receiving the Closing Statement, the disputed amount shall be negotiated between Seller (for itself and/or on behalf of the Selling Affiliate, as applicable) and Purchaser. After the delivery by Seller to Purchaser of any such Notice of Dispute, Purchaser and Seller shall use their reasonable best efforts to reconcile their differences with respect to any disputed amount, and any written resolution by them as to any disputed item set forth in the Notice of Dispute shall be final and binding on the parties hereto. If Purchaser and Seller are unable to reach a resolution on all disputed items within thirty (30) calendar days after the delivery of the Notice of Dispute, either Purchaser or Seller may, by written notice, submit the items remaining in dispute for resolution to an internationally recognized firm of independent public accountants reasonably acceptable to both Purchaser and Seller (the “Independent Accounting Firm”), whereupon each of Purchaser and Seller shall promptly furnish to the Independent Accounting Firm such party’s final offer for the settlement of all items remaining in dispute (each a “Final Offer”). If Purchaser and Seller are unable to agree upon the selection of the Independent Accounting Firm within thirty (30) calendar days after the delivery of the Notice of Dispute, then each party shall promptly thereafter designate one internationally recognized firm of independent public accountants. The parties shall cause such firms promptly thereafter jointly to select a third firm to serve as the Independent Accounting Firm (which shall be an internationally recognized firm of independent public accountants that does not have a material business relationship with either Seller or Purchaser or any of their respective Affiliates), and any such selection shall be binding on Purchaser and Seller with respect to resolving such disputed items. The Independent Accounting Firm shall resolve such disputed items in a manner which is consistent with this Agreement but which shall not exceed the Final Offer of either Seller or Purchaser. All dispute resolution proceedings in connection with the Closing Statement or amount payable hereunder shall take place at the offices of the Independent Accounting Firm in New York, New York or at such other location as Purchaser and Seller may otherwise mutually agree in writing.

Resolution of Objections. If Seller gives and Buyer shall negotiate in good faith to Purchaser written notice of dispute (resolve any such objections, but if they do not reach a “Notice of Dispute”) of any element of the Closing Statement final resolution within thirty (30) calendar days after receiving the Closing Statement, the disputed amount shall be negotiated between Seller (for itself and/or on behalf of the Selling Affiliate, as applicable) and Purchaser. After the delivery by Seller to Purchaser of any such Notice of Dispute, Purchaser and Seller shall use their reasonable best efforts to reconcile their differences with respect to any disputed amount, and any written resolution by them as to any disputed item set forth in the Notice of Dispute shall be final and binding on the parties hereto. If Purchaser and Seller are unable to reach a resolution on all disputed items within thirty (30) calendar days after the delivery of the Notice of DisputeObjections Statement, either Purchaser or Seller may, and Buyer shall submit such dispute to a regionally recognized accounting firm mutually agreed by written notice, submit the items remaining in dispute for resolution to an internationally recognized firm of independent public accountants reasonably acceptable to both Purchaser and Seller Parties (the “Independent Accounting Firm”), whereupon each of Purchaser and Seller shall promptly furnish . Any submissions to the Independent Accounting Firm such party’s final offer for must be written and delivered to each party to the settlement of all dispute. The Accounting Firm shall consider only those items remaining and amounts which are identified in dispute (each a “Final Offer”). If Purchaser the Objections Statement as being items which Seller and Seller Buyer are unable to agree upon resolve. Seller and Buyer shall use their commercially reasonable efforts to cause the selection of the Independent Accounting Firm to resolve all disagreements as soon as practicable and in any event within thirty forty-five (3045) calendar days after the delivery submission of any dispute. Further, the Accounting Firm’s determination shall be based solely on the presentations by Bxxxx and Seller that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Neither Seller nor Buyer shall have or conduct any communication, either written or oral, with the Accounting Firm without the other Party either being present or receiving a concurrent copy of any such written communication. The resolution of the Notice of Dispute, then each party shall promptly thereafter designate one internationally recognized firm of independent public accountants. The parties shall cause such firms promptly thereafter jointly to select a third firm to serve as dispute by the Independent Accounting Firm (which shall be an internationally recognized firm of independent public accountants that does not have a material business relationship with either Seller or Purchaser or any of their respective Affiliates), and any such selection shall be binding on Purchaser and Seller with respect to resolving such disputed items. The Independent Accounting Firm shall resolve such disputed items in a manner which is consistent with this Agreement but which be final, binding and non-appealable on the Parties, absent fraud or manifest error. The initial retainer charged by the Accounting Firm upon engagement thereof shall not exceed be shared equally by Bxxxx and Seller; provided, that the Final Offer of either Seller or Purchaser. All dispute resolution proceedings in connection with final costs and expenses (including the Closing Statement or amount payable hereunder shall take place at the offices initial retainer) of the Independent Accounting Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in New Yorkthe presentation to the Accounting Firm. For example, New York or at such other location as Purchaser if Seller submits an Objections Statement for $1,000, and if Buyer contests only $500 of the amount claimed by Seller, and if the Accounting Firm ultimately resolves the dispute by awarding Seller may otherwise mutually agree in writing$300 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to Seller.